DEALS, MERGERS & ACQUISITIONS

Our skills are honed from handling major deals including one between major cement companies, as well as sale or acquisition of controlling interests of industry leaders in mining, cement, tollways and generics drug business, and of other companies with private partnership projects or agreements with the government. We apply our expertise to:

Sales, mergers and acquisitions of assets, business or companies;

Focused legal due diligence review;

Assistance from early stages of negotiations until completion of transactions;

Drafting of terms sheets, sale and acquisition agreements, merger documents, shareholders’ agreement and various agreements involving investments and acquisitions, such as joint venture agreements and investment agreements; and

Obtaining approvals from the Securities and Exchange Commission and other regulatory bodies, such as the Philippine Competition Commission.

Contracts

We prepare and negotiate all kinds of contracts and craft them so that they are fair and reasonable and satisfy your business objectives.

Foreign Investments

We approach your investments and ventures in the country with integrated, interdisciplinary solutions and a practical perspective. We advise on various legal and regulatory aspects of foreign investments and commercial ventures, including compliance with regulatory requirements and nationality restrictions.

We help structure foreign investments and shareholdings to achieve maximum efficiency for the stakeholders.

Infrastructure, Energy, Mining and Government-related Projects

We give high-caliber counseling and assistance in projects involving renewable energy, water, mining, construction, and tollways, and other joint ventures with the government. We can assist you in drafting, negotiating and completing infrastructure projects agreements, and joint venture and concession agreements with the government, as well as in applying for various permits and licenses involving mining and energy projects.

We also advise on all aspects of governmental and administrative regulations and can directly represent you before legislative and executive officials in the formulation, interpretation, or application of legislative and administrative rules and regulations.

Loans and Project Finance

Our full-service capabilities include legal services and counseling you in all aspects of loan and project financing, including drafting and negotiating loan agreements, project finance agreements, and security documents.

Corporate Reorganization and Restructuring

With an efficiency that comes from considerable experience, we advise and assist in corporate reorganizations and restructurings, joint ventures, securitization of assets, rights and stock offerings.

Taxation

We capably navigate the intricacies of Philippine tax laws to help you achieve tax efficiency in any industry or business you are in or in any transaction you enter.

Tax Advisory

We render effective counseling on a wide range of corporate and individual taxation, business taxation, and local taxation. We guide you on the tax consequences of various corporate transactions and agreements—including investments, finance transactions, corporate reorganizations and restructurings, mergers and acquisitions and joint ventures—and help structure your investments to achieve tax efficiency and savings.

Tax Incentives

The depth and diversity of our tax experience is our competitive edge. We counsel you on available tax incentives, help structure investments to qualify for incentives, and assist in obtaining incentives from various government agencies.

Rulings, Tax Treaty Reliefs and Tax Clearances

We provide you comprehensive guidance and assistance in applying for and obtaining tax rulings, tax treaty relief applications, and tax refunds at the administrative level, as well as obtaining tax clearances for transfer and sale of shares and properties.

Audits and Investigations

We represent you in tax audits and investigations as well as help defend or protest assessments involving deficiency internal revenue taxes, customs duties and local taxes at the level of the Bureau of Internal Revenue (BIR), Bureau of Customs (BOC) and local government units.

Judicial Protests and Appeals

We have extensive tax and customs litigation experience at the trial and appellate levels, and thus, can obtain the best possible results in your appeals of denials for applications to the Court of Tax Appeals (CTA), Court of Appeals, Supreme Court and other courts of competent jurisdictions. We provide you with reliable, dedicated representation in appealing local and revenue tax assessments or denials of protests of assessments to the regular courts, the CTA, the Court of Appeals and the Supreme Court.

Estate and Wealth Planning; Property Transfers

We deliver best-value solutions on various modes of transferring your properties—in estate tax planning, partitioning properties among heirs, preparing various agreements and returns (such as estate and donor’s tax returns), and obtaining tax clearances of properties transferred by way of donation and inheritance.

We provide tax planning for wealth transfer and tax advice that will meet your personal needs and desires through methodically building, conserving and transferring your wealth with the least tax impact.

Tax Due Diligence Review

We assist you in discovering the potential tax exposures of an investment target to help you determine the valuation to be attributed to the investment so you may arrive at a sound and informed business decision.

Tax Seminars

We provide you with seminars, trainings and updates on tax and related matters. We discuss with you current issues in relating to the latest pronouncements of various tax agencies. We provide you with seminars on local government taxation, how to handle claims for refunds and assessments, and others.

Customs and International Trade

We provide you with the widest array of assistance on matters relating to international trade and customs, particularly on the handling of issues before, during or after the importation of goods into the Philippines.

Customs Advisory and Planning

We offer customs advisory and planning services that include, among others, consultancy services on matters relating to trade and customs as well as other requirements that need to be complied with to ensure compliance with the rules. These services likewise include valuation and classification review of goods to be imported to avoid after the fact controversy with the BOC or other concerned government agencies.

Customs Controversy Services

We assist you on disputes with the BOC and other concerned agencies, either at the border or during post clearance audit, in connection with the valuation and classification of your imported goods as well as compliance requirements. These services likewise include assistance in your taking part in the Prior Disclosure Program of the BOC as a remedial measure to minimize the impact of potential deficiencies in duties and taxes on your importations.

These services likewise cover the handling of seizure and forfeiture proceedings and cases as well as anti-dumping, countervailing and safeguard duty cases.

Customs Compliance Review

We provide you with customs compliance review to ensure “audit readiness” in the event of a post clearance audit by the BOC or any other concerned agencies. The review’s goal is to minimize the impact of potential deficiency customs duty or tax assessment and penalties.

General Customs Services

We can assist you in on other customs matters, such as, among others, product classification outsourced services, preparation of a customs manual, securing the necessary permits, clearances, and licenses related to clients’ import requirements, accreditation and registration of importers, refunds and drawbacks, securing Tariff Classification Rulings from the BOC/Tariff Commission, securing permits and licenses for the operation of a Customs Bonded Warehouse, securing BOC advance rulings and Certificates of Origin under pertinent Free Trade Agreements, securing conditionally-free import permits from the Department of Finance.

Trade and Customs Seminars

We provide you with seminars, trainings and updates on Customs and Trade-related matters. The discussion will include current issues to update participants with the latest issuances from the Department of Finance, Bureau of Customs and other agencies.

General Corporate Practice

We provide quality legal work with a business approach and support for your operational needs.

Corporate Advisory

We have developed particular strengths in general corporate practice, and provide you with advice and assistance on understanding and complying with general commercial laws, including compliance with the Data Privacy Act.

We assist in establishing companies, branches, and special entities like regional operating headquarters and lending companies.

Corporate Secretarial Services

We provide competent corporate secretary work and services, and maintain corporate records. We also act as stock and transfer agents and maintain stock and transfer books of various companies.

Business Permits

We assist your new business obtain the necessary business registrations, permits and licenses from the BIR and the local government units.

Civil and Commercial Litigation

We approach your legal proceeding—at whatever stage it is in—with business insight and individualized care. We collaborate with you to pursue straightforward, ethical strategies that help advance your goals in these areas:

general litigation, such as cases involving civil and commercial issues

mediation and settlement of issues to resolve conflict and avoid litigation

We guide you in determining the most effective and beneficial strategy, whether through settlement, alternative dispute resolution, or trial.

Labor

We work with you to help you understand labor issues from a strategic and holistic perspective. We provide counseling on retirement funds, office policies and manuals, hiring and firing of employees and officers, and assist you in complying with the myriad requirements of labor law.

We also represent you in cases before the Department of Labor and Employment, and the National Labor Relations Commission, diligently prosecuting all tasks to meet your objectives.

Immigration

We provide expert representation and counseling on immigration law, as well as prompt, client-focused assistance in obtaining working permits, prearranged employment visas and other visas from the Bureau of Immigration.

Intellectual Property and Technology

We assist on matters relating to trademarks, patents, copyrights and intellectual property of domestic and foreign companies, involving registration of the same with the Intellectual Property Office and related offices.

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About Us

At Mata-Perez, Tamayo & Francisco, our most important partner is you—our client. Together, we gain a deeper understanding of your distinctive needs, so that we can customize effective solutions for you.

We don’t just make sense of the law; we see creatively beyond the law to craft a proactive, pragmatic and principled approach in every area of our practice.